1. THE AGREEMENT AND THE PARTIES

These Terms of Service apply to you who have entered into an agreement with eDialog24 for the delivery and use of the Youtello® system. Youtello® is a professional messaging app for businesses to most industries.

eDialog24 offers delivery of a cloud-based communication solution where the Customer can serve their end customers and log customer activity from phone, e-mail, as well as have good interaction internally.

2. CUSTOMER’S USE OF YOUTELLO®

Upon establishment, a user account is created for the Customer. Furthermore, the customer can decide which users should have access from an administrative interface. User access is personal and cannot be entrusted to others. The Customer is granted a non-exclusive, non-transferable, time-limited right to use the Youtello® solution for the company’s own use throughout the term of the Agreement and in accordance with the Agreement and these Terms of Service.

3. APPS

The Youtello® app can be downloaded through the Apple App Store or Google Play Store. The apps are activated as part of the Youtello® solution. For apps developed by eDialog24, the quality and responsibility provisions of this Agreement apply.

4. TECHNICAL PERFORMANCE

A. Support

The Customer is offered support on the Service via chat, e-mail, and any other dedicated communication platforms, help pages and help documents. Support is not provided on software or hardware provided by anyone other than eDialog24. Support is provided weekdays during normal working hours (between 09:00 and 15:00) and eDialog24 shall endeavor and answer support inquiries continuously. eDialog24 reserves the right to a longer response time where enquiries take place outside normal working hours.

B. Accessibility

The customer is aware that the Youtello® solution is a cloud-based communication solution and that outages may occur. eDialog24 is committed to delivering a performance with uptime and functionality in accordance with customary good and adequate quality. The customer is responsible for having sufficient internet capacity, speed, and user equipment for Youtello® to function in the best possible way.

C. Maintenance/Updates

The customer acknowledges that Youtello may be made unavailable for certain short periods due to planned and/or unplanned downtime for necessary service and maintenance of the Youtello®® solution. eDialog24 reserves the right to make changes and updates in Youtello® without notifying the Customer but shall endeavor, if possible, to provide such notification. eDialog24 shall, as far as possible, make changes and updates at times that cause the least possible burden to the Customer.

5. PRICES AND PAYMENT

The customer pays an advance annual amount for the Youtello® app and the services selected according to the current price list. Prices change each year according to the consumer price index’s factor ‘Services where labor dominates’.

Invoices are issued in advance based on the order from the Customer’s account. Upon termination, the Customer is not entitled to a refund of already overdue or paid services.

Payment is made against invoice with 30 days due date.

6. CUSTOMER DATA

A. Storage

eDialog24 does not own the Customer’s Data. eDialog24 has the right to dispose of the Customer’s Data to the extent necessary to fulfil eDialog24’s obligations towards the Customer and for the fulfilment of the Agreement.

If the Agreement runs, eDialog24 will store all of the Customer’s Data in a safe manner in accordance with the current regulations. eDialog24 has agreements with subcontractors that ensure storage space with an adequate level of security and quality.

Disclosure of Data will take place in accordance with the special legislation and privacy legislation in force at any given time.

If the Customer wishes to terminate Youtello®, but continue storing Data at eDialog24, the Customer may enter into an archiving agreement in accordance with its own agreement. Prices for archiving follow from the current price list. The archiving service means that the Customer can maintain reader access, but where editing capabilities have been removed.

B. eDialog24’s use of Customer Data

eDialog24 is entitled to use the Customer’s data for the operation, maintenance, and development of the product, and to offer the Customer new services and for the administration of customer contacts, support, and tailored information about marketing of eDialog24’s services or products.

eDialog24 is also entitled to produce anonymized statistics based on the Customer’s Data. Statistics produced by eDialog24 are the property of eDialog24.

7. PRIVACY AND DATA SECURITY

A. Security

eDialog24 is responsible for establishing reasonable security and control systems to prevent unauthorized access to the Youtello® solution and Data stored at eDialog24. Login details shall only be used by the Customer. The customer is responsible for ensuring that all login information is stored securely so that unauthorized persons do not gain access to it. The Customer shall immediately notify eDialog24 if the login details are lost, lost or if the Customer otherwise suspects misuse of this information.

The parties shall implement appropriate technical and organizational security measures as far as deemed appropriate and necessary when using Youtello® and when processing personal data.

The customer can contact eDialog24 if you have questions about how eDialog24 fulfils its IT and privacy security obligations. For general information on how eDialog24 processes and stores personal data, please refer to eDialog24’s Privacy Policy on www.youtello.no/personvernerklaeringen.

If, through their planned inspection of privacy security or otherwise, the Parties discover a breach of privacy security, the Parties shall notify the other Party without undue delay. If a breach of privacy security is discovered, eDialog24 is responsible, based on the Personal Data Act, to notify the Data Inspectorate and the data subject(s) if such notification is necessary.

B. eDialog24’s processing of the Customer’s personal data

The Customer Data uploaded or produced in Youtello® may contain Personal Data. eDialog24’s processing of Personal Data on behalf of the Customer takes place for the purpose of fulfilling eDialog24’s obligations under the Agreement and other legislation. eDialog24 will also use the Customer’s Personal Data for communication and marketing purposes. eDialog24 will only process Personal Data on behalf of the Customer based on agreement and / or consent.

C. Subcontractors

eDialog24 has the right to use subcontractors to perform its obligations under the Agreement. eDialog24 is responsible for subcontractors processing Personal Data in accordance with privacy legislation.

An overview of which subcontractors eDialog24 uses at any given time follows from our privacy statement on www.youtello.no/personvernerklaeringen.

8. LIMITATION OF LIABILITY

A. Generally

Except for the express warranties provided in this Agreement, the Service is provided «as is». eDialog24 shall take all reasonable measures; technical, physical and administrative, in order to provide the best possible service at all times but can give no guarantee that the Service is free from errors at all times.

eDialog24 is under no circumstances liable for the Customer’s indirect, consequential, or other damages, including, but not limited to, loss of data or customers, loss of business profits or profits.

eDialog24’s liability is in any case limited upwards to an amount equivalent to one year’s remuneration in accordance with this Agreement.

The above limitations of liability do not apply if damage or destruction is caused by intent or gross negligence, or because of a breach of the secured property. As an assured property, it is considered, among other things, that routines for data security and data storage that must be regarded as an ordinary good industry solution for business-critical information are followed.

B. Customer use

Use of the Service is at the Customer’s own risk. It is the Customer’s responsibility to identify the company’s needs and build up its IT systems with the functionality that the business requires. Vendor is not responsible for the Service being compatible with the Customer’s other IT systems and equipment. The customer is responsible for establishing and maintaining satisfactory IT security.

eDialog24 cannot be held responsible for financial loss arising from the use of the Service.

eDialog24 is not responsible for the fact that the data the Customer registers is correct or up to date, or that the documentation uploaded to the Service is genuine and correct. The customer is responsible for checking the documentation and results created via eDialog24’s products and/or services.

eIDlaog24 is not responsible for losses incurred because of faults on the part of the Customer itself, their ISP or other suppliers at the Customer.

The Customer is solely responsible for all actions taken in the Service by Users granted access to the Service. eDialog24 is not responsible for losses because of the Customer or Users at the Customer having given other persons access to the Service.

C. Force Majeure

No compensation may be claimed because of a breach by either Party of its obligations under this Agreement if the cause of the breach is an obstacle beyond the Party’s control, which it could not reasonably be expected to have considered at the time of the Agreement or to avoid or overcome the consequences of.

If the breach of contract is due to a subcontractor, eDialog24 is only free from liability if the subcontractor will also be exempt pursuant to the provision in the first paragraph.

9. DEFAULTS

A. Complaints

The Customer must notify of errors and deficiencies immediately and no later than 14 days after the Customer becomes aware of the conditions. If no complaint is made within 14 days, the Customer loses its right to enforce breach of contract remedies.

B. Default in payment

If the Customer does not pay the invoice on demand and 14 days after reminders, eDialog24 has the right to close the Customer’s access to Youtello®. Access is reopened when payment is received, but the Customer must expect up to a five-day delay from payment taking place. In the event of persistent or repeated payment defaults, eDialog24 has the right to terminate the Agreement.

C. Abuse

If the Customer uses Youtello® in a way that violates law, eDialog24’s copyrights and other Intellectual Property Rights, or otherwise disloyally exploits its access in a way that may harm eDialog24, or significantly violates the Terms of Service, eDialog24 may, with immediate effect, close the Customer’s access.

10. TERM AND TERMINATION

The Agreement runs until terminated by one of the Parties.

The customer may, upon termination, stop the delivery immediately. In the event of termination by EDialog24, there is a notice period of three (3) months calculated from the 1st of the month after the termination is received by the Customer.

The notice of termination shall be in writing and be referred to as «Termination». eDialog24 does not refund already overdue or paid claims.

11. CHANGES

eDialog24 may, at its own discretion, amend the Agreement when it deems it necessary. Before the change takes effect, eDialog24 will notify about the change.

If the change is material, the Customer will also be instructed to accept the notified change. The deadline for acceptance is three months. Failure to accept is to be regarded as termination of this agreement, cf. point 10 above, as well as, by continued use of eDialog24 after three months, considered acceptance of the new Agreement. In the event of changes in prices, a new price list will be made available on eDialog24’s website in accordance with the guidelines in clause 5 of this agreement.

12. CONFIDENTIALITY

Information that the Parties become aware of in connection with this Agreement and the implementation of the Terms of Service shall be treated confidentially and not be made available to third parties without the consent of the other Party. The duty of confidentiality does not prevent the information from being used when no legitimate interest indicates that it should be kept secret, for example when it is publicly known or publicly available elsewhere.

The parties shall take necessary precautions to ensure that unauthorized persons do not gain access to or become aware of confidential information. The duty of confidentiality does not prevent the parties from utilizing experience and expertise gained in connection with the implementation of the agreement.

13. DISPUTE RESOLUTION

The agreement is governed by Norwegian law.

Any dispute concerning the Agreement shall be resolved amicably. If an amicable solution is not reached, the dispute shall be settled by the ordinary courts in Norway, with Trondheim District Court as the legal venue.

14. DEFINITIONS

Agreement: Agreement on the provision and use of the service entered into between the Customer and eDialog24 in a separate contract document. The agreement includes all attachments.
Processing of personal data: Any use of and dealings with personal data, such as collection, registration, storage and disclosure or a combination of these.
eDialog24: The supplier eDialog24 AS
User: Personal user of Youtello® – the solution on behalf of the Customer.
Data: All content uploaded to or generated in Youtello® – the solution.
Customer: The legal entity indicated by name and VAT number when ordering Youtello®.
App: The software for mobile phones, tablets, and PC/MAC that the Customer uses to access the Youtello® solution.
Personal data: Information that can be linked to or identify a person.
Support: Technical support.
The Service: Programs, products, Apps, and/or trainings that eDialog24 AS shall deliver to the Customer in accordance with the Agreement.
Terms of Service: The Terms of Use of Youtello®.